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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PANHANDLE EASTERN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-2150460
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5400 WESTHEIMER COURT
P.O. BOX 1642
HOUSTON, TEXAS 77251-1642
(Address of principal executive offices, including zip code)
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1989 NON-QUALIFIED STOCK OPTION PLAN FOR
DIRECTORS OF ASSOCIATED NATURAL GAS CORPORATION
ASSOCIATED NATURAL GAS CORPORATION
EQUITY INCENTIVE PLAN
(Full title of the plans)
ROBERT W. REED Copies to:
SECRETARY JEFFERY A. SMISEK
PANHANDLE EASTERN CORPORATION VINSON & ELKINS L.L.P.
5400 WESTHEIMER COURT 2300 FIRST CITY TOWER
P.O. BOX 1642 1001 FANNIN
HOUSTON, TEXAS 77251-1642 HOUSTON, TEXAS 77002-6760
(713) 627-5400 (713) 758-2222
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) REGISTERED PER SHARE(2) OFFERING PRICE(3) FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share.................... 1,611,127 $18.07 $21,556,879.26 $7,434
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Participating Preferred Stock Purchase
Rights................................ 1,611,127 (4) (4) None
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</TABLE>
(1) In connection with its acquisition by merger of Associated Natural Gas
Corporation ("ANGC"), the Registrant has assumed the outstanding stock
options of ANGC.
(2) The exercise price of the outstanding options vary. The amount in the
table reflects the highest exercise price of such options.
(3) In accordance with Rule 457(h)(1), the proposed maximum offering price and
registration fee were computed on the basis of the prices at which the
assumed stock options may be exercised, the average of which is $13.38 per
share.
(4) Participating Preferred Stock Purchase Rights are evidenced by certificates
for shares of Common Stock and are automatically issued and trade with the
Common Stock. Value attributable to such Participating Preferred Stock
Purchase Rights, if any, is reflected in the exercise price of the options
and the market price of the Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission") by Panhandle Eastern Corporation, a
Delaware corporation (the "Company"), are incorporated herein by reference and
made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
(b) (i) Quarterly Reports on Form 10-Q for the periods ended
March 31, 1994, June 30, 1994 and September 30, 1994,
as amended.
(ii) Current Reports on Form 8-K dated January 21, 1994,
October 10, 1994, November 14, 1994 and November 29,
1994.
(c) Form 8-B dated January 11, 1981 and Form 8-A dated March 12,
1986.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior
to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
The audited consolidated financial statements and financial statement
schedules of the Company incorporated by reference herein, have been
incorporated by reference herein in reliance upon the reports KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. To the extent that KPMG Peat Marwick LLP audits and reports on
consolidated financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such consolidated financial
statements also will be incorporated by reference herein in reliance upon their
report and said authority. The report of KPMG Peat Marwick LLP covering the
Company's December 31, 1993 consolidated financial statements refers to changes
in the method of accounting for income taxes and postretirement benefits other
than pensions.
2
<PAGE> 3
The supplemental consolidated financial statements of Associated
Natural Gas Corporation appearing in the Company's Current Report on Form 8-K
dated November 14, 1994 have been incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and in reliance upon the report
of Arthur Andersen LLP, independent public accountants, incorporated by
reference herein, and upon the authority of said firms as experts in accounting
and auditing. The supplemental consolidated financial statements give
retroactive effect to the merger with Grand Valley Gas Company effective July
1, 1994.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in right of the corporation), brought against them by reason of the fact
that they were or are such directors, officers, employees or agents, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in any such action, suit or proceeding. Article IX of the
Company's By-laws provides for indemnification of each person who is or was or
is threatened to be made a party to any threatened, pending or completed civil,
administrative or investigative action, suit or proceeding because such person
is or was a director, advisory director or employee of the Company or is or was
serving at the request of the Company as a director, advisory director, officer
or employee of another corporation or of a partnership, joint venture, trust,
employee benefit plan or other enterprise against judgments, fines, amounts
paid in settlement, reasonable expenses and other liabilities arising in
connection with such action, suit or proceeding, to the fullest extent to which
indemnity may lawfully be provided pursuant to a by-law under applicable law.
The Company also maintains policies of directors and officers liability
insurance.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) or (iv) for any transaction from which the
director derived an improper personal benefit. Article Tenth of the Company's
Restated Certificate of Incorporation contains such a provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
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ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Form S-3 Registration Statement dated May 14,
1990 (Registration No. 33-34886)).
4.2 Bylaws of the Company effective July 8, 1986
(incorporated by reference to Exhibit 19(a) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1986 (File No. 1- 8157)).
4.3 Rights Agreement, dated March 11, 1986, between the
Company and First City National Bank of Houston
(incorporated by reference to Exhibit 1 to the Company's
Form 8-A Registration Statement dated March 12, 1986
(File No. 1-8157)).
4.4 Amendment to Rights Agreement, dated May 6, 1993, among
the Company, Texas Commerce Bank National Association (as
successor to First City National Bank of Houston) and
Continental Stock Transfer & Trust Company (incorporated
by reference to Exhibit 4.1 to the Company's Current
Report on Form 8- K dated May 28, 1993 (File No.
1-8157)).
4.5 1989 Non-Qualified Stock Option Plan for Directors of
Associated Natural Gas Corporation (incorporated by
reference to Exhibit 4.1 to Associated Natural Gas
Corporation's Form S-8 Registration Statement
(Registration No. 33-34197)).
4.6 Amendment to 1989 Non-Qualified Stock Option Plan for
Directors of Associated Natural Gas Corporation adopted
December 9, 1994.
4.7 Form of Associated Natural Gas Corporation Director
Non-Qualified Stock Option Agreement (incorporated by
reference to Exhibit 4.2 to Associated Natural Gas
Corporation's Form S-8 Registration Statement
(Registration No. 33-34197)).
4.8 Associated Natural Gas Corporation Equity Incentive Plan
(incorporated by reference to Exhibit 4.1 to Associated
Natural Gas Corporation's Form S-8 Registration Statement
(Registration No. 33- 38996)).
4.9 Amendment to Associated Natural Gas Corporation Equity
Incentive Plan adopted December 9, 1994.
4.10 Form of Associated Natural Gas Corporation Equity
Incentive Plan Non-Qualified Stock Option Agreement
(incorporated by reference to Exhibit 4.2 to Associated
Natural Gas Corporation's Form S-8 Registration Statement
(Registration No. 33-38996)).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (set forth in Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP (the Company)
23.3 Consent of KPMG Peat Marwick LLP (Associated Natural Gas
Corporation)
23.4 Consent of Arthur Andersen LLP
24.1 Powers of Attorney
4
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UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(b) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under
the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 15, 1994.
PANHANDLE EASTERN CORPORATION
By:/s/ JAMES P. HIPPLE
(James P. Hipple,
Senior Vice President and
Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has ben signed by the following persons in the
capacities indicated on December 15, 1994.
Name and Signature Title
------------------ -----
(i) Principal executive officer:
/s/ DENNIS R. HENDRIX Chairman and Chief Executive Officer
(Dennis R. Hendrix)
(ii) Principal financial officer:
/s/ JAMES B. HIPPLE Senior Vice President and Chief
(James B. Hipple) Financial Officer
(iii) Principal Accounting officer:
/s/ SANDRA P. MEYER Controller
(Sandra P. Meyer)
(iv) Directors:*
/s/ PAUL M. ANDERSON
(Paul M. Anderson)
/s/ MILTON CARROLL
(Milton Carroll)
/s/ ROBERT CIZIK
(Robert Cizik)
/s/ CHARLES W. DUNCAN, JR.
(Charles W. Duncan, Jr.)
/s/ HARRY E. EKBLOM
(Harry E. Ekblom)
/s/ WILLIAM T. ESREY
(William T. Esrey)
/s/ ANN MAYNARD GRAY
(Ann Maynard Gray)
6
<PAGE> 7
/s/ DENNIS R. HENDRIX
(Dennis R. Hendrix)
/s/ HAROLD S. HOOK
(Harold S. Hook)
/s/ LEO E. LINBECK, JR.
(Leo E. Linbeck, Jr.)
/s/ GEORGE L. MAZANEC
(George L. Mazanec)
/s/ RALPH S. O'CONNOR
(Ralph S. O'Connor)
__________
* Signed on behalf of each of these persons:
By:/s/ ROBERT W. REED
(Robert W. Reed,
Attorney-in-Fact)
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4 .1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Form S-3 Registration Statement dated May 14, 1990
(Registration No. 33-34886)).
4 .2 Bylaws of the Company effective July 8, 1986 (incorporated by
reference to Exhibit 19(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1986 (File No. 1-
8157)).
4 .3 Rights Agreement, dated March 11, 1986, between the Company and
First City National Bank of Houston (incorporated by reference
to Exhibit 1 to the Company's Form 8-A Registration Statement
dated March 12, 1986 (File No. 1-8157)).
4 .4 Amendment to Rights Agreement, dated May 6, 1993, among the
Company, Texas Commerce Bank National Association (as successor
to First City National Bank of Houston) and Continental Stock
Transfer & Trust Company (incorporated by reference to Exhibit
4.1 to the Company's Current Report on Form 8-K dated May 28,
1993 (File No. 1-8157)).
4 .5 1989 Non-Qualified Stock Option Plan for Directors of
Associated Natural Gas Corporation (incorporated by reference
to Exhibit 4.1 to Associated Natural Gas Corporation's Form S-8
Registration Statement (Registration No. 33-34197)).
4 .6 Amendment to 1989 Non-Qualified Stock Option Plan for Directors
of Associated Natural Gas Corporation adopted December 9, 1994.
4 .7 Form of Associated Natural Gas Corporation Director Non-
Qualified Stock Option Agreement (incorporated by reference to
Exhibit 4.2 to Associated Natural Gas Corporation's Form S-8
Registration Statement (Registration No. 33-34197)).
4 .8 Associated Natural Gas Corporation Equity Incentive Plan
(incorporated by reference to Exhibit 4.1 to Associated Natural
Gas Corporation's Form S-8 Registration Statement (Registration
No. 33-38996)).
4 .9 Amendment to Associated Natural Gas Corporation Equity
Incentive Plan adopted December 9, 1994.
4 .10 Form of Associated Natural Gas Corporation Equity Incentive
Plan Non-Qualified Stock Option Agreement (incorporated by
reference to Exhibit 4.2 to Associated Natural Gas
Corporation's Form S-8 Registration Statement (Registration No.
33-38996)).
5 .1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP (the Company)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
23.3 Consent of KPMG Peat Marwick LLP (Associated Natural Gas
Corporation)
23.4 Consent of Arthur Andersen LLP
24.1 Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 4.6
AMENDMENT
TO
1989 NON-QUALIFIED STOCK OPTION PLAN
FOR DIRECTORS OF
ASSOCIATED NATURAL GAS CORPORATION
This Amendment to the 1989 Non-Qualified Stock Option Plan for Directors of
Associated Natural Gas Corporation (the "Plan") has been adopted by the Board
of Directors of Associated Natural Gas Corporation by unanimous written consent
dated as of December 9, 1994, and is effective, except as expressly stated
below, as of December 9, 1994.
1. A new "ARTICLE VII ASSUMPTION OF OPTIONS" is hereby added to the Plan,
effective as of the Effective Time of the Merger (as such terms are defined in
the Agreement and Plan of Merger dated as of October 9, 1994, as amended as of
November 28, 1994, among the Company, Panhandle Eastern Corporation, a Delaware
corporation and Panhandle Acquisition Two, Inc., a Delaware corporation), as
follows:
"ARTICLE VII
ASSUMPTION OF OPTIONS
Effective as of the Effective Time of the Merger (as such terms are
defined in the Agreement and Plan of Merger dated as of October 9,
1994, as amended as of November 28, 1994 (the "Merger Agreement"),
among the Company, Panhandle Eastern Corporation, a Delaware
corporation and Panhandle Acquisition Two, Inc., a Delaware
corporation, all references to Common Stock in the Plan shall be
deemed to refer to the common stock, $1.00 par value, of Panhandle
Eastern Corporation, with appropriate adjustments thereto and to the
exercise price of Options based upon the Exchange Ratio (as such term
is defined in the Merger Agreement) as contemplated by Section 6.08 of
the Merger Agreement, and the Plan and all Options (and related Stock
Option Agreements) that remain unexercised in whole or in part as of
the Effective Time (as defined in the Merger Agreement) shall be
interpreted to provide for, and be consistent with, the assumption by
Panhandle Eastern Corporation of such Options granted under the Plan
as provided in Section 6.08 of the Merger Agreement."
2. Capitalized terms used in this Amendment without definition are
defined in the Plan and are used herein with the meanings ascribed to such terms
in the Plan.
3. The Plan, as amended by this Amendment, shall remain in full force and
effect in accordance with its terms
<PAGE> 1
EXHIBIT 4.9
AMENDMENT
TO
ASSOCIATED NATURAL GAS CORPORATION
EQUITY INCENTIVE PLAN
This Amendment to the Associated Natural Gas Corporation Equity Incentive Plan
(the "Plan") has been adopted by the Board of Directors of Associated Natural
Gas Corporation by unanimous written consent dated as of December 9, 1994, and
is effective, except as expressly stated below, as of December 9, 1994.
1. Subsection 2(d)(iv) of the Plan is hereby amended to read in its
entirety as follows:
"If the employment of the Option Holder by the Company is terminated
(which for this purpose means that the Option Holder is no longer
employed by the Company or by an Affiliated Corporation) within the
option period for any reason other than cause, retirement as provided
in (ii) above, disability or the Option Holder's death, the Option may
be exercised by the Option Holder within three months following the
date of such termination, but not thereafter (provided, however, that
in the event the Option Holder is not the beneficial owner of more
than ten percent of any class of equity securities of the Company
registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, a director of the Company or an officer of the
Company (as defined in Rule 16a-1(f) under the Securities Exchange Act
of 1934, as amended), the Option may be exercised by the Option Holder
within six months following the date of such termination, but not
thereafter); provided, that in any such case such exercise must occur
within the Option Period. In any such case, the Option may be
exercised only as to the Shares as to which the Option had become
exercisable on or before the date of termination of employment."
2. A new "SECTION 19 Assumption of Options" is hereby added to the Plan,
effective as of the Effective Time of the Merger (as such terms are defined in
the Agreement and Plan of Merger dated as of October 9, 1994, as amended as of
November 28, 1994, among the Company, Panhandle Eastern Corporation, a Delaware
corporation and Panhandle Acquisition Two, Inc., a Delaware corporation), as
follows:
"SECTION 19
Assumption of Options
Effective as of the Effective Time of the Merger (as such terms are
defined in the Agreement and Plan of Merger dated as of October 9,
1994, as amended as of November 28, 1994 (the "Merger Agreement"),
among the Company, Panhandle Eastern Corporation, a Delaware
corporation and Panhandle Acquisition Two, Inc., a Delaware
corporation, all references to Stock in the Plan shall be deemed to
refer to the common stock, $1.00 par value, of Panhandle Eastern
Corporation, with appropriate adjustments thereto and to the Option
Price of Options based upon the Exchange Ratio (as such term is
defined in the Merger Agreement) as contemplated by Section 6.08 of
the Merger Agreement, and the Plan and all Options (and related stock
option agreements) that remain unexercised in whole or in part as of
the Effective Time (as defined in the Merger Agreement) shall be
interpreted to provide for, and be consistent with, the assumption by
Panhandle Eastern Corporation of such Options granted under the Plan
as provided in Section 6.08 of the Merger Agreement."
3. The Plan, as amended by this Amendment, shall remain in full force and
effect in accordance with its terms
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Vinson & Elkins L.L.P.]
(713) 758-2222
December 15, 1994
Panhandle Eastern Corporation
5400 Westheimer Court
P.O. Box 1642
Houston, Texas 77251-1642
Ladies and Gentlemen:
We have acted as counsel for Panhandle Eastern Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the offering
and sale of up to 1,611,127 shares (the "Shares") of common stock, par value
$1.00 per share, of the Company pursuant to outstanding stock option agreements
(the "Stock Options") by and between Associated Natural Gas Corporation
("ANGC") and certain employees and directors of ANGC entered into pursuant to
the terms of the 1989 Non-Qualified Stock Option Plan for Directors of
Associated Natural Gas Corporation or the Associated Natural Gas Corporation
Equity Incentive Plan. In connection with the Company's acquisition by merger
of ANGC, the Company has assumed the Stock Options and agreed to issue the
Shares in lieu of shares of ANGC's common stock upon the exercise of the Stock
Options.
Before rendering our opinion, we examined the Registration Statement,
the Restated Certificate of Incorporation and bylaws of the Company as in
effect on the date hereof and certain resolutions of the Board of Directors of
the Company.
Based upon the foregoing, we are of the opinion that the Shares have
been validly authorized for issuance and, when the Registration Statement has
become effective under the Securities Act of 1933, as amended (the "Act"), and
the Shares are issued and paid for in accordance with the terms of the Stock
Options and the Plans, the Shares so issued will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder. For purposes of this opinion, we assume that the securities
to be issued pursuant to the Registration Statement will be issued in
compliance with all applicable state securities or Blue Sky laws.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this registration statement on Form S-8 of our
reports on the consolidated financial statements and financial statement
schedules of Panhandle Eastern Corporation and subsidiaries incorporated by
reference herein and to the reference to our firm as experts under Item 5 of
Part II of this registration statement. Such report covering the consolidated
financial statements refers to changes in the method of accounting for income
taxes and postretirement benefits other than pensions.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Houston, Texas
December 15, 1994
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this Registration Statement on
Form S-8 of Panhandle Eastern Corporation of our report dated July 1, 1994 on
the supplemental consolidated balance sheets of Associated Natural Gas
Corporation as of September 30, 1993 and 1992, and the related supplemental
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1993, which
report appears in Panhandle Eastern Corporation's Current Report on Form 8-K
dated November 14, 1994. The supplemental consolidated financial statements
give retroactive effect to the merger with Grand Valley Gas Company effective
July 1, 1994. Our opinion on the supplemental consolidated financial
statements is based in part on the report of other auditors. We also consent
to the reference to our firm as experts under Item 5 of Part II of this
Registration Statement on Form S-8.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Denver, Colorado
December 12, 1994
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of Panhandle Eastern
Corporation of our report dated July 30, 1993 with respect to the consolidated
balance sheets of Grand Valley Gas Company and Subsidiaries as of May 31, 1993
and 1992, and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended May 31,
1993, which report appears in Panhandle Eastern Corporation's Current Report on
Form 8-K dated November 14, 1994. The financial statements are not presented
separately in Panhandle Eastern Corporation's Current Report on Form 8-K dated
November 14, 1994. We also consent to all references to our Firm included in
this Registration Statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Salt Lake City, Utah
December 13, 1994
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANHANDLE EASTERN CORPORATION, a Delaware corporation (the
"CORPORATION"), do hereby constitute and appoint JAMES B. HIPPLE, ROBERT W.
REED and PAUL F. FERGUSON, JR., and each of them, their true and lawful
attorneys and agents to do any and all acts and things and execute any and all
instruments which, with the advice of counsel, said attorneys and agents may
deem necessary or advisable to enable the CORPORATION to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, including specifically, but without
limitation thereof, to sign their names as a director and/or officer of the
CORPORATION to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents
this 7th day of December, 1994.
/s/ DENNIS R. HENDRIX
DENNIS R. HENDRIX
/s/ JAMES B. HIPPLE
JAMES B. HIPPLE
/s/ SANDRA P. MEYER
SANDRA P. MEYER
/s/ PAUL M. ANDERSON
PAUL M. ANDERSON
/s/ MILTON CARROLL
MILTON CARROLL
/s/ ROBERT CIZIK
ROBERT CIZIK
/s/ CHARLES W. DUNCAN, JR.
CHARLES W. DUNCAN, JR.
/s/ HARRY E. EKBLOM
HARRY E. EKBLOM
/s/ WILLIAM T. ESREY
WILLIAM T. ESREY
/s/ ANN MAYNARD GRAY
ANN MAYNARD GRAY
<PAGE> 2
/s/ HAROLD S. HOOK
HAROLD S. HOOK
/s/ LEO E. LINBECK, JR.
LEO E. LINBECK, JR.
/s/ GEORGE L. MAZANEC
GEORGE L. MAZANEC
/s/ RALPH S. O'CONNOR
RALPH S. O'CONNOR
